EXHIBIT 8.1
June 17, 1998
HEALTHSOUTH Corporation
One HEALTHSOUTH Parkway
Birmingham, Alabama 35243
RE: PLAN AND AGREEMENT OF MERGER AMONG HEALTHSOUTH CORPORATION, FIELD
ACQUISITION CORPORATION AND NATIONAL SURGERY CENTERS, INC.
Gentlemen:
We have acted as counsel to HEALTHSOUTH CORPORATION, a Delaware corporation
("HEALTHSOUTH"), in connection with the proposed merger (the "Merger") of Field
Acquisition Corporation, a Delaware corporation ("Subsidiary") and wholly-owned
subsidiary of HEALTHSOUTH, with and into National Surgery Centers, Inc., a
Delaware corporation ("NSC"), pursuant to the terms of the Plan and Agreement of
Merger, dated as of May 5, 1998 (the "Plan of Merger"), by and among
HEALTHSOUTH, Subsidiary and NSC, as described in more detail in the Plan of
Merger and in the Registration Statement on Form S-4 (Commission File No.
333-___) to be filed by HEALTHSOUTH with the Securities and Exchange Commission,
as amended (the "Registration Statement"). This opinion is being provided in
satisfaction of the conditions set forth in Section 9.2(c) of the Plan of
Merger. All capitalized terms, unless otherwise specified, have the meaning
assigned to them in the Registration Statement.
In connection with this opinion, we have examined and are familiar with
originals or copies, certified or otherwise identified to our satisfaction, of
(i) the Plan of Merger, (ii) the Registration Statement, and (iii) such other
documents as we have deemed necessary or appropriate in order to enable us to
render the opinion below. In our examination, we have assumed the genuineness of
all signatures, the legal capacity of all natural persons, the authenticity of
all documents submitted to us as originals, the conformity to original documents
of all documents submitted to us as certified, conformed or photostatic copies
and the authenticity of the originals of such copies. In rendering the opinion
set forth below, we have relied upon certain written representations and
covenants of HEALTHSOUTH, Subsidiary, and NSC which are annexed hereto (the
"Representations and Warranties").
In rendering our opinion, we have considered the applicable provisions of
the Internal Revenue Code of 1986, as amended (the "Code"), Treasury
Regulations, pertinent judicial authorities, interpretive rulings of the
Internal Revenue Service and such other authorities as we have considered
relevant.
Based upon and subject to the foregoing and assuming that, as of the
Effective Time of the Merger and following the Merger there will be no acts or
omissions which will violate or be inconsistent with any of the Representations
and Warranties, we are of the opinion that:
(i) Provided the Merger qualifies as a statutory merger under the
Delaware General Corporation Law, the Merger will constitute a
reorganization within the meaning of Section 368(a) of the Code, and
HEALTHSOUTH, Subsidiary and NSC will each be a "party to the reorganization"
within the meaning of Section 368(b) of the Code;
(ii) No gain or loss will be recognized by HEALTHSOUTH, Subsidiary or NSC
as a result of the Merger;
(iii) No gain or loss will be recognized by an NSC stockholder who
receives solely shares of HEALTHSOUTH Common Stock in exchange for NSC
Common Stock;
(iv) The receipt of cash by an NSC stockholder in lieu of fractional
shares of HEALTHSOUTH Common Stock will be treated as if the fractional
shares were distributed as part of the exchange and then were redeemed by
HEALTHSOUTH. These payments will be treated as having been received as
distributions in full payment in exchange for the stock redeemed as
provided in Section 302(a) of the Code, provided the redemption is not
essentially equivalent to a dividend;
(v) The aggregate tax basis of the shares of HEALTHSOUTH Common Stock
received by an NSC stockholder will be equal to the aggregate tax basis of
the NSC Common Stock exchanged therefor, excluding any basis allocable to a
fractional share of Common Stock for which cash is received; and
(vi) The holding period of the shares of HEALTHSOUTH Common Stock
received by an NSC stockholder will include the holding period or periods
of the NSC Common Stock exchanged therefor, provided that the NSC Common
Stock is held as a capital asset within the meaning of Section 1221 of the
Code at the Effective Time of the Merger.
Except as set forth above, we express no opinion as to the tax
consequences, whether federal, state, local or foreign, to any party to the
Merger or of any transactions related to the Merger or contemplated by the Plan
of Merger.
We hereby consent to the reference to our Firm under the heading "Legal
Matters" in the Prospectuses which form a part of the Registration Statement,
and to the filing of this opinion as an Exhibit thereto.
Very truly yours,
/s/ Robert D. Shattuck, Jr.
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Robert D. Shattuck, Jr.